CardExchange Solutions Terms of License

Rev v12 April 27, 2018

NOTICE TO USER: BY USING THIS SOFTWARE, YOU ACCEPT THESE TERMS.

This CardExchange® Product End-User License Agreement ("EULA") is a legal agreement between you (the purchaser and/or user) and CardExchange Solutions Inc., a California corporation (“EXCHANGE”) for the Software identified above and defined hereunder. By downloading, installing or otherwise using the Software, you agree to be bound by the terms of this agreement. PLEASE READ THIS CONTRACT CAREFULLY.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. If the Software was mailed to you, return the media envelope along with the rest of the package to the location where you obtained it within 30 days from purchase. Please note that, at any time, if we determine that you have abused, breached or violated the letter, spirit, or intent of any of these terms, conditions, and guidelines, we reserve the right in our sole discretion to terminate or suspend this agreement without notice, penalty, or liability of any kind to us.

1. DEFINITIONS

1.1 “Software” is the CardExchange® computer software product that will be available after agreeing to this EULA and includes all of the contents of the file(s), disk(s), CD-ROM(s), or other media on which the software is provided; the User's Guide, any associated software components, code, scripts, applications, routines, subroutines, firmware or middleware, any media, any printed materials other than the User's Guide, and any online or electronic documentation.

1.2 "Licensed Version" means a version of the Software that has been licensed for use under this EULA. A Licensed Version is not free and you are not allowed to distribute or sublicense it in any manner whatsoever without EXCHANGE’s prior written consent.

1.3 "Demo Version" means a free or trial version of the Software that can only be used for demo and test purposes. A demo version comes with a demo license and can be used for a limited time.

1.4 "License" means the license you own. If you have not bought a license (i.e. the licensed version), you are bound by the restrictions of the demo version.

1.5 "Use" or "Using" means to access, install, copy, utilize or otherwise benefit from using the functionality of the Software.

2. GRANT OF LICENSE

2.1 The Software is licensed, not sold. This EULA only gives you some rights to Use the Software as expressly authorized by this EULA for your personal Use. EXCHANGE owns all right, title and interest in and to all aspects of the Software, including without limitation all patents, copyrights, trademarks, trade secrets, and all other intellectual property and proprietary rights of any nature whatsoever in the Software. This EULA does not transfer any ownership rights in the Software or any related materials to you or to any third party The Software is protected by the Sentinel Software Licensing, and every license needs to be activated by means of activation over the Internet or email.

2.2 DEMO EDITION

A Demo Edition provides you with a limited use edition of the Software with Sentinel demo license protection. The extent of the use is determined by Sentinel demo license protection.

3. RESTRICTIONS

3.1 You may not alter, merge, modify, reverse engineer, de-compile, disassemble or otherwise attempt to derive source code from the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not create derivative works based upon the Software.

3.2 You may not rent, lease, license, sublicense, lend, or otherwise transfer rights in all or any portion of the Software. You may permanently transfer all of your rights under this license provided (1) you transfer all copies of the Software to the recipient and (2) the recipient agrees to the terms of this EULA.

3.4 You may not use the Software to perform any unauthorized transfer of information (e.g. transfer of files in violation of a copyright) or for any illegal purpose.

3.5 You may not make or distribute copies of the Software. You are not licensed to distribute the Software in its unmodified form via electronic or other means (Internet, BBS's, Shareware distribution libraries, CD-ROMs, FTP, etc.). You may copy the Software for archival purposes only and any copy you make must retain all of the original copyright and trademark notices.

4. SUPPORT SERVICES AND NEW VERSIONS

4.1 EXCHANGE may provide you with support services related to the Software. Use of support services is governed by EXCHANGE policies and programs described in the user manual, in online documentation, and/or other written materials provided to you by EXCHANGE, as they may be modified from time to time.

4.2 Any supplemental Software code provided to you as part of the Support Services, if any, shall be considered part of the Software and subject to the terms and conditions of this EULA.

4.3 With respect to technical information that EXCHANGE receives as a result of the use of the support services, EXCHANGE may use such information for its business purposes, including for product support and development. EXCHANGE will not utilize such technical information in a form that personally identifies you.

4.4 Updated or upgraded versions of the Software, if any, will be subject to the terms and conditions of this EULA, which will take the place of the agreement for the software that you upgraded or converted from.

5. TERMINATION

5.1 In the event that you fail to comply with this EULA, EXCHANGE may immediately and without prior notice terminate your right to Use the Software and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).

6. OWNERSHIP

6.1 The Software is protected by U.S. and international copyright laws. Acceptance of this EULA grants you limited license to Use the Software.

6.2 You acknowledge that no right, title or interest in and to the intellectual property in the Software is transferred to you or to any third party. You further acknowledge that title and full ownership rights to the Software including all copyright and intellectual property rights will remain the exclusive property of EXCHANGE, and you will not acquire any rights to the Software except as expressly set forth in this license.

6.3 All rights not specifically granted in this EULA are reserved to EXCHANGE. No EXCHANGE dealer, distributor, agent, or employee is authorized to make any amendment to this agreement.

7. WARRANTY DISCLAIMER

7.1 EXCHANGE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.2 THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK OR COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR. EXCHANGE AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE IS FLAWLESS OR WILL OPERATE WITHOUT INTERRUPTION. THE SOFTWARE IS NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS. EXCHANGE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

8. LIMITATION AND RELEASE OF LIABILITY

8.1 In no event shall EXCHANGE, its licensors, or its suppliers be liable to you for any consequential, special, incidental, or indirect damages of any kind arising out of the delivery, performance, or Use of the software, even if EXCHANGE or its licensors have been advised of the possibility of such damages. You agree that the liability of EXCHANGE and its licensors for any claim, whether in contract, tort, or any other theory of liability will not exceed the amount of the license fee paid by you.

8.2 The Software is provided to you on 'as-is' basis, and EXCHANGE has included in this agreement terms that disclaim all warranties and liability for the Software. To the full extent allowed by law, YOU HEREBY RELEASE EXCHANGE, ITS LICENSORS, AND ITS SUPPLIERS FROM AND AGAINST ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR ITS USE. If you do not wish to accept the Software under the terms of this EULA, do not install the Software.

9. EXCLUSION OF ALL DAMAGES

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXCHANGE, ITS LICENSORS, OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF BUSINESS INTERRUPTION, PROFITS, LOSS OF BUSINESS DATA, FOR NEGLIGENCE, OR FOR ANY OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EXCHANGE, ITS LICENSORS, OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. EXPORT CONTROLS

10.1 None of the Software or underlying information or technology may be downloaded, exported, or re-exported into any country to which the United States (“U.S.”) has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not a national or resident of, or located in or under the control of, any country subject to such export controls.

11. RESTRICTED RIGHTS

11.1 This Software is provided with "RESTRICTED RIGHTS". The Use, duplication or disclosure by the U.S. government of the software is subject to the restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3 (a), DFARS 252.227-7013 (c), FAR 12.212(a), FAR 52.227-19, FAR 52.227-14, or subparagraph (d) of the Commercial Computer Software—Licensing at NASA FAR Supplement 16-52.227-86, or their equivalent, as applicable.

12. APPLICABLE LAW AND DISPUTES

12.1 This EULA, and any further agreements resulting therefrom, including any question regarding the existence, validity, or termination thereof, shall exclusively be governed by and construed in accordance with California law without regard to any choice of law rules thereunder.

12.2 All disputes arising in connection with this agreement, or any further agreements resulting therefrom, including any question regarding the existence, validity or termination thereof, shall be submitted to the exclusive jurisdiction of the Contra Costa County, California, courts. The parties further agree that this Agreement was entered into in Contra Costa County, and is to be performed in Contra Costa County.

13. PRIVACY POLICY

13.1 USE OF DATA

When you download, use, or activate the Software, browse our website, or participate in our online forums, your IP address, the time and duration of your visit and use, the web browser you are using, the pages you view, and other information like how you are using the software, are sent to our servers. This information can be used to compile statistical reports about how you use our products and our website in order to improve our products, services, and support. If you choose to register for our forums, a valid email address is required. Our forums are moderated, and we reserve the right to remove anything we deem inappropriate and to restrict or delete any user account being used inappropriately.

13.2 FRAUD/PIRACY

We aim to keep your information safe. Credit card fraud, identity theft, and software piracy will not be tolerated. We may release any information necessary to comply with the law, protect our software licenses, and foremost to protect our valued customers. We will also work with law enforcement and fraud/credit agencies to ensure the safety of your information.

13.3 PERSONAL DATA

Personal data is stored and used in accordance with our Privacy Policy which can be viewed on our website.

14. MISCELLANEOUS

14.1 This Agreement represents the complete agreement between the parties concerning the Software and this license, and supersedes any and all prior agreements or representations. This Agreement may only be amended by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

Should you have any questions concerning this EULA please contact us via: